|
|||
2007-03-19 13:58:39 CET 2007-03-19 13:58:39 CET REGULATED INFORMATION Comptel - Decisions of general meetingRESOLUTIONS PASSED BY COMPTEL CORPORATION'S ANNUAL GENERAL MEETINGThe Annual General Meeting of Comptel Corporation, held in Helsinki on March 19, 2007, passed the following resolutions: 1. The Annual General Meeting adopted the financial statement and accounts and discharged members of the Board of Directors and the CEOs from liability for the financial year ending December 31, 2006. The Annual General Meeting approved the proposal of Board of Directors that a dividend of EUR 0.05 per share be paid for 2006. The dividend decided by the Annual General Meeting will be paid to shareholders registered on March 22, 2007 in the company's register for shareholders kept by the Finnish Central Securities Depository. The dividend will be paid on March 29, 2007. The Annual General Meeting approved that the following members of the Board of Directors were re-elected: Olli Riikkala (M.Sc. Eng., MBA), Hannu Vaajoensuu (Full-time Chairman, BasWare Corporation), Timo Kotilainen (Managing Director, Nixu Oy), Matti Mustaniemi (Partner, Tempo CSF Oy), and Juhani Lassila (Managing Director, Agros Oy). In addition, Juhani Hintikka (Vice President, Nokia Networks) was elected as a new member of the Board of Directors. The Annual General Meeting approved that the compensation of the members of the Board of Directors will remain the same as follows: • chairman EUR 48,000 per annum; • vice chairman EUR 30,000 per annum; • other members EUR 24,000 per annum; • for the board meetings EUR 400 / meeting; and • for the committee meetings EUR 500 / meeting for the chairman and EUR 400 / meeting for the members of the committee. Out of the annual compensation to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Comptel's shares in public trading through Helsinki Stock Exchange. The purchase of shares will take place as soon as possible after the Annual General Meeting. 2. The Annual General Meeting decided to amend the Articles of Association as follows: 1. Article 3 concerning the reference to the minimum and maximum share capital was deleted; 2. Article 4 concerning the reference to the minimum and maximum number of shares and the fact that the shares do not have a nominal value, was deleted; 3. Article 7 was amended so that the right “to sign for the company” is the “right to represent the company”; 4. Article 11 of the Articles of Association concerning the Annual General Meeting of Shareholders was amended to reflect the terminology used in the Finnish Companies Act; and 5. Article 13 concerning the right to dividend payment, subscription right and the record date procedure was deleted. 3. The Annual General Meeting granted the Board of Directors an authorisation to repurchase a maximum of 10.700.000 of the company's own shares as follows: The own shares are to be repurchased for developing the Company's capital structure, to be used in financing or implementing acquisitions or other arrangements, for implementing the Company's share-based incentive programs or to be conveyed by other means or to be cancelled. The Company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Helsinki Stock Exchange at the market price of the shares prevailing at the time of acquisition. The shares shall be acquired and paid for in accordance with the rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. The Board of Directors shall decide on other terms and conditions related to the repurchase of the Company's own shares. The repurchase authorization is valid until 30 June 2008. 4. The Annual General Meeting granted to the Board of Directors an authorisation to decide on share issues and granting special rights entitling to shares as follows: A maximum of 21.400.000 shares, including the shares received on basis of the special rights, can be issued. A maximum of 10.700.000 of the Company's own shares held by the Company can be conveyed and/or received on basis of the special rights. The number of shares to be issued to the Company itself shall not exceed 10.700.000, including the number of own shares acquired by the Company by virtue of the authorization to repurchase the Company's own shares. New shares may be issued and the Company's own shares held by the Company may be conveyed to the Company's shareholders in proportion to their present shareholdings in the Company; or waiving the pre-emptive rights of the shareholders, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares to develop the Company's capital structure, as financing or in implementing acquisitions or other arrangements or in implementing the Company's share-based incentive program. The directed share issue may be carried out for free only if there is, taking into account the interests of the Company and all the shareholders, an especially weighty financial reason for the Company to do so. The new shares may also be issued for free to the Company itself in a free share issue. The Board of Directors was authorized to grant option rights and other special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price. The subscription price of the new shares and the consideration payable for the Company's own shares shall be recorded under the invested non-restricted equity fund. The Board of Directors shall decide on other terms and conditions related to the authorizations. The authorizations are valid until 30 June 2008. Meeting of Comptel Corporation's Board of Directors In its meeting held after the Annual General Meeting, the Board of Directors re-elected Olli Riikkala as chairman and Hannu Vaajoensuu as vice chairman. Matti Mustaniemi continues as chairman of the audit committee in which the other members are Juhani Hintikka and Juhani Lassila. Olli Riikkala continues as chairman of the compensation committee in which the other members are Timo Kotilainen and Hannu Vaajoensuu. COMPTEL CORPORATION Sami Erviö President and CEO Additional information: Sami Erviö, President and CEO Tel. +358 9 700 1131 Samppa Seppälä, Director, IR and Corporate Communications Tel. +358 50 568 0533 Distribution: Helsinki Exchanges Major media |
|||
|